Entegris Q4 Results Top Estimates, To Acquire ATMI - Quick Facts

(RTTNews) - Entegris, Inc. (ENTG) reported agreeing to buy ATMI Inc. (ATMI) for a total equity value of about $1.15 billion on a fully-diluted basis, or some $850 million net of cash acquired, including the net cash proceeds from the sale of ATMI's LifeSciences business of $170 million. As part of the merger agreement, ATMI shareholders would receive $34.00 cash, without interest or dividends, for each share of ATMI common stock they hold at the time of closing. The deal, which may close in the second quarter of 2014, is likely to yield nearly $30 million in annualized cost synergies.

The consideration price represents a premium of 26.3 percent to ATMI's closing price of $26.93 on February 3, 2014. Entegris anticipates to fund the all-cash transaction with a combination of existing cash balances and additional committed debt financing, and expects it to be immediately accretive to non-GAAP earnings per share or EPS.

By leveraging ATMI's critical products, global infrastructure and expertise in key processes, Entegris said it would have an even stronger platform to serve the demanding technology needs of the world's largest semiconductor makers and other electronics companies. Further, the acquisition would provide a broader set of growth opportunities, and the firm would sustain its investments in R&D, infrastructure and metrology to support that growth. The combined company would have an efficient balance sheet, benefitting from the deployment of excess cash and the addition of attractive debt financing, the company noted.

The transaction is also conditioned on the closing of ATMI's prior announced sale of its LifeSciences business, which is expected in the first quarter of 2014.

In separate press release, Entegris reported its fourth-quarter results. Net income advanced to $23.1 million, or $0.17 per share, from $11.26 million, or $0.08 per share, a year before. The latest results included amortization of intangible assets of $2.4 million. On a non-GAAP basis, earnings per share were $0.18 in the recent period. On average, 11 analysts polled by Thomson Reuters expected earnings per share of $0.13 for the quarter. Analysts' estimates typically exclude one-time items.

Quarterly net sales totaled $186.3 million, a 11 percent increase from the prior year's $167.8 million. Analysts estimated revenues of $170.57 million for the quarter.

For the fiscal first quarter ending March 29, 2014, the firm expects sales to be $165 million to $180 million and EPS to range between $0.09 and $0.13. On a non-GAAP basis, EPS is expected to range from $0.10 to $0.14, which reflects non-GAAP net income in the range of $13 million to $18 million, adjusted for expected amortization expense of $2.4 million or $0.01 per share and excluding acquisition related costs.